Solid Power (NASDAQ: SLDP) lines up $130M stock and warrant financing

Rhea-AI Filing Summary

Solid Power, Inc. entered into a securities purchase agreement with a single institutional investor to sell 17,000,000 shares of common stock, pre-funded warrants for up to 5,807,018 shares, and common warrants for up to 45,614,036 shares, for expected gross proceeds of approximately $130 million before fees. The common warrants are immediately exercisable at $7.25 per share and expire seven years after issuance, with both pre-funded and common warrants limited by a 9.99% ownership cap. As of December 31, 2025, Solid Power had about 201.2 million shares outstanding and total liquidity of roughly $336.5 million in cash, cash equivalents, and available-for-sale securities. The company plans to use net proceeds for working capital and general corporate purposes under its effective shelf registration.

Insights

Capital structure and financing analyst

Solid Power raises about $130 million in equity-linked financing from a single institutional investor.

Solid Power agreed to sell common stock, pre-funded warrants for up to 5,807,018 shares, and common warrants for up to 45,614,036 shares to a sector-focused institutional investor, with the deal made under an effective shelf registration statement. The common warrants are immediately exercisable at $7.25 per share and last seven years.

The company reports approximately 201.2 million shares outstanding and about $336.5 million of total liquidity as of December 31, 2025. Net proceeds from this offering, combined with existing liquidity, are earmarked for working capital and general corporate purposes, which may help support ongoing research, development, and scale-up activities described in its broader risk disclosures.

The pre-funded and common warrants include a 9.99% Beneficial Ownership Limitation, which restricts exercises that would push the holder above that ownership level immediately after exercise. Actual future dilution and cash inflows from warrant exercises will depend on the holder’s decisions and market conditions over the seven-year warrant term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 28, 2026

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40284		86-1888095
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

486 S. Pierce Avenue, Suite E Louisville, Colorado		80027
(Address of principal executive offices)		(Zip code)

(303) 219-0720

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SLDP		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50		SLDPW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01     Other Events.

On January 28, 2026, Solid Power, Inc. (“Solid Power,” the “Company,” “we,” “us,” or “our”) announced that it had entered into a securities purchase agreement with a single sector-focused institutional investor for the purchase and sale of 17,000,000 shares of its common stock, pre-funded warrants to purchase up to an aggregate of 5,807,018 shares of common stock, and warrants (“common warrants”) to purchase up to an aggregate of 45,614,036 shares of common stock.

The common warrants will be immediately exercisable at an exercise price of $7.25 per share, and will expire seven years from issuance. Pursuant to the terms of the pre-funded warrants and common warrants, the holder may not exercise any portion of the pre-funded warrants or common warrants to the extent that the holder, together with its affiliates, would own more than 9.99% of the Company’s outstanding common stock immediately after such exercise. As of December 31, 2025, the Company had approximately 201.2 million shares of common stock outstanding.

The offering of the shares of common stock, pre-funded warrants, and common warrants was made pursuant to the Company’s effective shelf registration statement (File No. 333-290078). The closing of the offering is expected to occur on or about January 29, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $130 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering, together with its cash, cash equivalents, and available-for-sale securities comprising approximately $336.5 million (unaudited) of total liquidity as of December 31, 2025, for working capital purposes and general corporate purposes.

Forward-Looking Statements

All statements other than statements of present or historical fact contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding closing of the offering, the gross proceeds from the offering, and the expected use of proceeds from the offering. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or results that our partners require and our ability to commercialize our technology in advance of competing technologies and our competitors; (ii) risks relating to our status as a research and development stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the foreseeable future, including execution of our business plan and the timing of expected business milestones; (iii) risks relating to the non-exclusive nature of our partnerships, our ability to secure new business relationships, and our ability to manage these relationships; (iv) our ability to negotiate and execute commercial agreements with our partners and customers on commercially reasonable terms; (v) broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully; (vi) our success attracting and retaining our executive officers, key employees, and other qualified personnel; (vii) our ability to protect and maintain our intellectual property, including in jurisdictions outside of the United States; (viii) our ability to secure government contracts and grants, changes in government priorities with respect to our government contracts and grants or government funding reductions or delays, and the availability of government subsidies and economic incentives; (ix) delays in the construction and operation of facilities that meet our short-term research and development and long-term electrolyte production requirements; (x) changes in applicable laws or regulations; (xi) risks relating to our information technology infrastructure and data security breaches; and (xii) risks relating to other economic, business, or competitive factors in the United States and other jurisdictions, including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2024, Solid Power’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and other documents filed by Solid Power from time to time with the Securities and Exchange Commission (the “SEC”), all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.

Item 9.01    Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant.
4.2		Form of Common Warrant.
5.1		Opinion of Polsinelli PC.
23.1		Consent of Polsinelli PC (included in Exhibit 5.1).
99.1		Form of Securities Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: January 29, 2026

	SOLID POWER, INC.
	By:	/s/ Linda Heller
		Name: Linda Heller
		Title: Chief Financial Officer, Treasurer, and Secretary

FAQ

What securities is Solid Power (SLDP) selling in this new financing?

Solid Power is selling common stock, pre-funded warrants for up to 5,807,018 shares, and common warrants for up to 45,614,036 shares. All securities are being sold to a single sector-focused institutional investor under an effective shelf registration statement.

How much money does Solid Power (SLDP) expect to raise from this offering?

Solid Power expects gross proceeds of approximately $130 million from the offering before placement agent fees and other expenses. Net proceeds, together with existing liquidity, are intended for working capital and general corporate purposes to support the company’s ongoing operations and development plans.

What are the key terms of Solid Power’s new common warrants?

The common warrants are immediately exercisable at an exercise price of $7.25 per share and will expire seven years from issuance. They are also subject to a 9.99% Beneficial Ownership Limitation restricting exercises that would push the holder’s ownership above that threshold.

What is the purpose of the 9.99% ownership cap on Solid Power’s warrants?

The 9.99% Beneficial Ownership Limitation prevents the warrant holder and its affiliates from exercising pre-funded or common warrants if doing so would result in owning more than 9.99% of Solid Power’s outstanding common stock immediately after exercise, limiting concentration of ownership from this financing.

How strong is Solid Power’s liquidity position after this announced offering?

As of December 31, 2025, Solid Power reported approximately $336.5 million in cash, cash equivalents, and available-for-sale securities. The company plans to add net proceeds from the roughly $130 million offering to this liquidity for working capital and general corporate needs.

Under what registration is Solid Power conducting this stock and warrant sale?

The sale of common stock, pre-funded warrants, and common warrants is being conducted under Solid Power’s effective shelf registration statement, identified as File No. 333-290078. This framework allows the company to issue these securities without filing a separate registration for each takedown.

When is the Solid Power financing expected to close?

The closing of the offering is expected to occur on or about January 29, 2026, subject to satisfaction of customary closing conditions. These conditions typically include final documentation and regulatory or procedural steps specified in the securities purchase agreement.